Young Avengers
by kidkutt17
Summary: Being a teenager means proving yourself over and over—to peers, parents, teachers, mentors and, ultimately, to yourself. But what if you're not just a normal teenager? What if you're a teenage super hero? Are you ready to join the ranks of the great heroes and prove you're worthy of the Avengers? Read to find out!
1. Chapter 1- A New Day

**Hey everyone ! I was just watching the Yj tv show and I had an idea to create a similar series for the Marvel universe. And thus, the Young Avengers was born! Lol. Anyway, please leave a comment and fav if you liked it so far, it really helps me write more better content! Constructive criticism is welcome! Thanks!  
**

 **All characters in this series are owned by Marvel Comics**

 **Chapter One- A New Day**

* * *

 _MANHATTAN, NEW YORK, JUNE 20 , 17:13 EDT_

The hottest day of the summer so far was drawing to a close and the crowd of drowsy,tired out Newyorkers had taken to the streets, flooding the sidewalks as they made their way back from their daily life .Gleaming vehicles flooded most of the streets and the sounds of vehicles horns of annoyed drivers filled the weather had not been this hot in this part of the country in recent memories and many of the locals had quiet a troubled time trying to figure out how to deal with the heat.

The only thing that was slightly out of the norm was the growing sounds of police sirens filling the air . The sounds started getting closer and closer, louder and louder . Some of the pedestrians seemed to heed the sound of the incoming police cars while others chose to ignore it, continuing to walk erroneously along their path.

A large containment truck, at least twenty feet long, with the words " _STARK Industries"_ emblazoned along it's sides, came swerving round the city block with a dozen or more police cars giving chase. The driver of the vehicle did not seem to care much for public disturbance as he began to ram the front of the truck against the back of cars in his path, sending it flying out of his way.

The driver, a red head man in his early twenties, had a wide maddening grin plastered on his face as he rammed other vehicles out of the way. He was clearly enjoying what he was doing. Four other men, masked, were inside the truck in the cargo compartment, running a hacking device on the locked containers that housed the liquefied vibranium vials.

What had been a normal Monday evening for the local New Yorkers had now become a mad rush to escape the vicinity of the oncoming vehicular fight. Cops were firing at the back of the screeching truck and the pedestrians were now bolting in various directions as panic had now begun to set in.

The Stark Industries truck rammed hard into a nearby parked icecream van, sending it flying up and towards a small group of children who stood there, rooted to the spot in fear. Bare seconds before the tumbling vehicle crashed into them, a large, hapazardly constructed web appeared between the children and the oncoming vehicle, catching it mid air .

As the children eyed the webbing with an expression of mingled curiosity and confusion, a blur of red and blue zipped by, too fast for the naked eye to see clearly.

Spiderman swung through the air, giving chase to the runaway truck, keeping a safe distance .Upon thought command, his mask lenses blinked and his vision zoomed in on the truck, giving him an infrared view of the vehicle.

It had been about a year since that fateful day when Peter Parker had been bitten by that radioactive spider on that Oscorp field trip and he'd been a shield trainee for less than seven of those months.

Back when he had first started his gig as 'Spiderman' he'd hoped to keep his dual life a secret from everyone, including his aunt May. But all that effort to keep his superhero life a secret had been thrown out the window like a bag of rotten eggs the minute Shield Director Nick Fury and a bunch of other undercover shield agents showed up at their apartment and exposed Peter's biggest secret to his Aunt.

Life hadn't been the same since. He was now a shield trainee superhero, training to become the next generation of Avengers, along with his two friends Luke Cage and Sam Alexander . Speaking of which, where were they?

Peter finally caught up to the wheeling truck and landed with an adept summersault onto the top of the moving vehicle. He then climbed down towards the driver's door and knocked on the closed window.

At first, the man at the driver's wheel almost jerked in shock at the sudden intrusion before he wheeled down the window, clenching his teeth and glaring at Spiderman.

"Hey there , mister Criminal!" Peter exclaimed with a grin on his face, holding out his hand into the vehicle to shake the other's hand, " You may have heard of me. The name's Spiderman. "

"You can call me Spidey,you can call me Webhead,you can call me Amazing. Just don't call me late for dinner, ya get it?" Peter chuckled and as an answer, the driver lurched out at him, trying to land his knuckles on the teenager's face. The man cursed in frustration at Peter.

"Dude, your social skills need a lotta work. And dincha mom ever tech ya it's bad manners to curse like that? Very disappointed in you!"

As a response, the driver growled in anger and handed the wheel to his partner sitting in the passenger seat. He then reached down and yanked out his shot gun and pointed it straight at Peter's head.

Peter squeaked in terror and ducked out of the way as the gun fired. He clambered back away from the driver's door as the man leaned out of the window and began firing after him.

"I thought you said you had this ' _handled_ ' !" a familiar voice called out to Peter as he clambered to the top of the cargo compartment of the truck to avoid the gun shot.

Looking to his left, he caught sight of Luke Cage speeding along towards them on his thick, red streaked utility motorcycle. He was wearing his yellow and black body suit paired with the thick army boots and biker gloves that Peter always saw him with. Peter had to bit back a snicker as he caught sight of the black glass he was wearing over his eyes, concealing them from view.

"Seriously? You're still wearing sunglasses at night?!" Peter chortled as Luke gave him a tired look.

"They're not sunglasses. They're scanner goggles. And can we just focus on the finishing the mission before you start mouthing off ?" the eighteen year old sighed as Peter gave him a thumbs up.

Just then, the rear doors of the container truck burst open and two out of the four men from inside began hurling grenades at the chasing police officers, sending a few of them flying off while others wheeled off the road as they hurriedly tried to steer their vehicle out of the line of fire.

"You handle the front. Try to stop this thing. I'll take the back." Peter remarked . Luke nodded and increased the speed of his motorcycle so as to draw level with the rear end of the truck.

Peter flipped towards the rear of the truck and shot his web at two of the henchmen who were firing at the chasing policemen. The truck kept racing forward as the two men were yanked out of the moving vehicle and ended up hanging upside down on a nearby lamp post.

Peter then hung off the edge of the truck and into the container compartment where the remaining two henchmen stood ready, guns aimed at him.

"Guys! Is this how ya treat a guest?" Peter quipped, throwing his hands up in the air.

/

Luke was speeding ahead of the runaway truck with one of the men upfront firing his shotgun at him, missing each shot. Just then, the men stopped firing , their eyes staring up ahead instead at a speck of bright light moving rapidly straight towards them.

Luke only caught sight of the oncoming object at the last second and managed to wheel his vehicle out of the way as the speeding object shot past him and collided head on into the front of the moving truck, shattering the window panes of the vehicle .

"Holy..." Luke murmured as he watched the vehicle tumble sideways and land on it's side, screeching along the tar roads.

The vehicle skidded along the road, coming to a final halt as it crashed into the side of one of the nearby apartment buildings. Dust and debris littered the road and the nearby apartment block. As Luke drew nearer to the upturned vehicle Peter stumbled out of the container compartment, the lower half of his mask pulled up and his hand clasped over his mouth. He did not look too good.

"You're welcome." A voice remarked arrogantly and Luke looked up to see the familiar sight of Sam Alexander, or Nova, as he was also called, hovering down to them with a smirk on his face.

"What?" he shrugged as Luke gave him stern glare. "You two were taking too long. We haven't got all day. Today's the day, remember?"

As they watched, the remaining police cars screeched to a halt, a few meters away and loaded their rifles, aimed at the upturned truck as the henchmen crawled out, clearly disoriented , their hands and feet webbed together.

Luke let out an exasperated sigh and was about to mouth off on his friends when the sound of repulsor engines whirred through the air, blanketing all other noise. As they all looked up, it didn't take them much time to catch sight of a large trapezium shaped aerial vehicle hovering slowly above them all, a few hundred feet above the ground level. The Shield helicarrier.

"Come on, Slowpokes! The first step to becoming full on Avengers awaits!" Sam exclaimed enthusiastically and shot skyward , with Peter following him through closely, the two of them racing each other to see who could make it to the top first. Luke let out an exasperated sigh, watching his two friends before he accelerated his vehicle.

* * *

"You don't have to thank us." Sam remarked coolly as the three of them sat at the long metal table of one of the mission briefing chambers in the helicarrier.

In front of them stood a very annoyed Director of Shield who looked like he was trying his best to not unleash his rage on the teenagers. Peter and Luke seemed to have caught onto the body language of the middle aged man but Sam was busy boasting about their mission , leaning back in his chair with his two legs placed comfortably on the table.

After a few moments of awkward silence in the room, Sam cleared his throat .

"So.. um.. Directory Fury, Sir. When exactly do we have to relocate to Avengers tower?"

As an answer, Nick Fury glared at Sam with his one eye until the latter cowered and shrunk in size. Peter chose to fiddle with his thumbs while Luke pursed his lips waiting for the storm he knew was about to come.

"You three are nowhere near ready to become Avengers, let alone think about it." Fury finally broke the silence.

"Aw come on! This was supposed to be _the_ day! Step one to becoming full fledged members of the Avengers! You can't treat us like...like we're children!" Sam exclaimed , throwing his arms up in disdain.

"We did stop the runaway truck like you said." Peter piped in . Sam flashed him a toothy grin in appreciation of the support.

"I also remember specifically telling you three to keep the public damage minimal." Fury chided, his nostril flaring.

"You stopped the truck, yes. But in the process, you caused a lot more collateral damage than what would have occurred had you not interfered. The total of the public damage you three caused in under twenty minutes sums upto fifteen _million_ dollars !"

Just then, the holoscreen that was displaying a recording of the events from earlier was disrupted as a distress signal from Captain America came through.

" _Captain America to Director Fury. There's been an explosion at the Ravencroft Institute. The place is on fire."_ Steve remarked .

"I've had my suspicions about Ravencroft for a while now. This may present the perfect opportunity to—" Fury was stating as Captain America's transmission was interrupted by yet another one, coming from Doctor Strange, who seemed evidently disturbed .

" _Baron Mordo and a few of his acolytes are attempting to use the amulet of Agatha to block out the sun. Requesting full Avengers response."_

Fury shifted his gaze to Captain America, who pursed his lips.

" _It's a small fire. Local authorities seem to have it under control_." The captain responded .

"Then Ravencroft can wait. " Fury responded before typing some code on the holographic keyboard .

"All Avengers rendezvous at Doctor Strange's coordinates. Fury out."

Fury then turned to the three teenagers in the room and pursed his lips.

"You three. Stay put."

"What? Why? " Peter exclaimed. "We could at least help out with the Ravencroft thing."

"You're not trained." Fury simply stated.

"Since when?" Sam blurted out in dismay.

"I meant you're not ready to work on top level missions yet. Stay put till we can find another mission for you to work on when you're ready." Fury stated sternly before marching out the room.

Sam clenched his teeth and growled in frustration, sinking back into his chair. This was supposed to be their moment of glory, not some life lesson from a one eyed school principal.

"When we're _ready_!? How the heck are we ever supposed to be 'ready' when they keep treating us like…like we're kids? Like we're rookies?" Sam hissed in frustration.

Luke let out a sigh . "I thought they trusted us."

"Trust? Get your head out of the sand , dude! They don't even trust us with the basics! Did Fury ever tell you that the earth's mightiest Heroes have got _four_ different headquarters around the globe?One of em is a cloaked satellite up in the skies called 'The Flying Fox'! I don't even know why the heck we're still here at this dump." Sam hissed in frustration .

Luke pursed his lips and looked down. Sam was right. Apart from Captain America, he had always looked upto Fury as a great leader, the one with the foresight , the one who could make the impossible work. But who was he kidding. The man was a super spy. His secrets had secrets. Maybe he even had secrets that he kept from the Avengers themselves.

Seeing no response from Peter, he glanced sideways at the teenager and was a little confused to find him sitting there, lost in thought, not mad or frustrated. His eyes were wide and glassy, giving off every sign that his mind was elsewhere.

"Pete? "

"mmm?" Peter mumbled, snapping out of his chain of thought as he caught sight of the other two staring at him. "Was just wondering. What if ... _we_ did their work for them? "

"You mean… " Luke remarked as Sam finished his thought for him.

"Investigate Ravencroft for Fury before he even gives the order?"

Peter nodded with a smirk on his then got up and walked over to the computer system and began typing away on the holopad.

"What're you doin?" Sam interjected, a little curious now.

"Finding out about Ravencroft." Peter answered . Just then, the holo monitor flashed red.

" _Access denied."_

"Henh. Wanna bet?" Peter snorted and began typing away codes on the keypad too fast for Sam and Luke to keep a track of.

On the third attempt, Peter seemed to have breached the security protocols of the system as the monitor flashed green this time.

"Whoa.. How _are_ you doing that?" Sam breathed in awe as Peter began hacking into the Shield database.

"Dude. You forget that I'm a science whiz." Peter snorted as he searched up information on Ravencroft Institute.

"Alright. Ravencroft Institute. Genetics lab. Located near the outskirts of the city." Peter read off the monitor.

"And?" Luke egged him on.

"It's… all there is."Peter answered.

"But Fury's suspicious. So it's gotta be worth investigating." Sam interjected with a toothy grin.

"Solve their case before they do?" Luke remarked thoughtfully. "But Fury did say to stay put."

"Yeah! But from the Baron Mordo mission! _Not_ Ravencroft!" Peter smirked.

"So that's two against one, Cage. No matter what ya say, we're going." Sam grinned, donning his helmet.

For a few seconds, Luke didn't respond, weight the options in his head. The other two didn't wait around and were almost at the door when they heard him call out.

"Alright people. I'm in!"

* * *

The building was burning amber. The flames danced , raging and all consuming as it released a black plume of smoke , a bright beacon of orange against the night sky. Nearly every part of the building was consumed by the encroaching fire and a small squad of firemen were gathered at the ground level, attempting to put out the flames.

"HELP US! WE'RE STUCK!" three men wearing signed lab coats yelled from the third floor of the building, waving their arms frantically at the firemen who were prepping the ladders.

"Stay still, sir. We're coming up—" the captain was saying before an explosion behind where the helpless men stood sent the men flying out of the floor and tumbling down towards the concrete floor.

Just then, a beam of bright light shot towards them and seconds before they hit the floor, Nova had grabbed the two of them by their collars and dropped them softly on the ground before giving the firemen a salute and flying back into the burning building just as the firemen finally managed to put out the fire.

As the firemen stood there, dumbfounded, they were even more at a loss when Spiderman and Powerman came by, the former swinging into the building behind Nova with ease while the latter sprinted towards the building before leaping up, gaining almost three stories in a single bound and following after Spiderman.

/

"Found anything yet?" Luke inquired as he found Peter and Sam huddled in front of a computer monitor, the former typing away on the keyboard.

The three of them were standing in the midst of a derelict computer lab. The power grid of the building had been destroyed and the floors were heavily singed and layered with was a miracle that the computers were working.

"Nope. Whatever it is they're hiding, they've done a pretty decent job. " Peter responded despondently.

"Sam. Let's take a look around while Pete runs the system."

Sam nodded and followed Luke out of the dark computer lab and into a similarly dark hallway . For a moment, Sam thought he heard someone walking and he craned his neck towards the sound.

His eyes widened in shock as he caught sight of … _something_ standing in the elevator just as it closed shut.

"Guys… Did ya see _that_?" Sam whispered as he edged toward the elevator, a little spooked out by what he saw.

"Elevators should be locked down. " Peter responded as he joined the other two.

His mask lenses squinted as he ran a scanning program on the elevator door.

"Thought so. This kinda elevator is in the wrong building." He answered vaguely. Sam turned to Luke to see if he understood what Peter had just said. The latter seemed just as at a loss as he was.

"Uhh… meaning?"

"This is a high-speed express elevator. Basic protocol for these bad boys say that there needs to be at least fifteen floors for them to function. "

"But—this place has got only—" Sam murmured .

"Three floors." Luke nodded, understanding Peter's suspicion now. "It doesn't belong here."

"Neither does what I just saw." Sam muttered apprehensively.

"I'll get it open." Luke remarked and moved ahead. He took a deep breath and dug his fingers into the elevator door partition. He grunted under the strain until he was finally able to pull the metal doors open.

"Holy shit…" he breathed, staring down from the opening. The other two joined him and realized why he was at a loss for words.

The three of them were staring down at an elevator path that seemed unending, endless.

"Guessing that's why they need an express elevator." Sam mumbled in dismay.

"Come on." Peter mumbled and leapt off the platform, free falling down the elevator path and disappearing from the view of the other two.

"After you." Sam grinned at Luke.

/

By the time Luke and Sam reached the bottom of the elevator, Peter was already sitting crouched , a circular holoscreen in front of him , coming from his web gauntlet on his wrist.

"Disabling security protocols…. Now." He mumbled .

Instantaneously, the elevator door slid open , revealing a long, endless corridor of nothing but white tiles and flooring. There were green lamps lining the ceiling of the floor, each spaced out symmetrically.

"Uh.. okay.. This is _not_ creepy at all." Peter mumbled sarcastically .

"Where the heck are we?" Luke mumbled, glancing around the area. There was nothing _to_ see anywhere except for the many tiles .

"Uh…Sub level thirty six. " Peter responded, checking his gps system .

"We are way in over our we call in Fury or the Avengers?" Luke inquired, looking around .

"And let em steal our thunder? No way dude! Come on!" Sam remarked and sped forward.

"Nova! Slow down!" Luke called out as he and Peter chased after their friend.

The three of them moved quickly through the corridors and find a singular sliding compartment door at the very end. Upon reaching it, Nova bursts through the door and almost shrieks out in shock at what he saw. He would've done it too, had it not been for Peter who shot a thick plaster of web fluid at his mouth, sealing it shut. The three of them slunk back out of sight, behind a large horizontal pillar and watched the scene, crouched out of sight.

"What the hell are these things?" Luke whispered in shock.

They were inside some kind of vast hall, almost the size of a football field. Just like everywhere else, the flooring and the wall was pure white , giving off an eerie vibe . But the most unsettling thing were the giant fifteen foot tall creatures that stood before them, behemoths.

The creatures were bizarre indeed. They had thick grey skin that seemed impenetrable with glowing red spikes and exoskeletal protrusions sticking out of the back of their spine. Each of the massive creatures possessed two gritty looking tusks(for the lack of a better word) that stuck out from their mouth. They sort of reminded one of ugly looking elephants, except for the fact that these creatures had no trunks and their faces looked like they'd been smashed in grotesquely .

"Please tell me we're just in a middle earth movie." Peter whispered as his heart began to race.

/

He carefully tempered the temperature on the vials, incubating them to make sure they synthesized. He pursed his lips and slid his glasses back up his nose as a bead of sweat trickled down his forehead.

Otto Octavius stood in the middle of his lab, working on the latest batch of enhancement genomes for the employer. His work was laid out in front of him and papers lay haphazardly on the metal tables. A holographic screen displayed the processing progress of the data input .

He sat there, bent over his work just as the double doors to his quarantine unit slid open and Crossbones marched in, his black helmet gleaming under the bright lights in the lab.

"Tell me, Rumlow, what part of _no interruptions_ did you not understand?" Octavius hissed as he glared at the newcomer over his hunched shoulder, wiping his sweat on his lab coat.

"One of the mechadroids on sublevel thirty-six reports a security malfunction. " Rumlow growled through his helmet, his bloodshot eyes glaring at the doctor's back.

"Probably a faulty command unit. " Octavius responded impatiently.

"Look doc. I'm paid to make sure this facility stays out of the sight of unwanted attention. And I intend to do my job whether under your discretion or not." Rumlow growled.

"Urgh…. Fine. Take a squad and investigate. But I want minimal damage. "

/

"Are ya done yet?" Sam whispered impatiently as the three of them stood before a silvery sliding door, with Peter attempting to override it's security control panel.

"Hold onto your pants will ya? You two wouldn't have even made it past the top levels without moi." Peter retorted as he finally bypassed the panel.

The doors slid open with a plume of translucent smoke and the three of them rushed inside just as a battalion of patrolling men marched round the corner. The three of them smiled at each other and then turned around, stopping In their tracks at what they were seeing.

They were now standing in a long, spacious hallway that had rows and columns of man sized glass vials erect. There didn't seem to be anything stored within the vials except for crackling blue electrical energy that glowed rhythmically within it's container.

"Okay.. I'm officially weireded out now." Peter mumbled in dismay .

"Guys, look!" Sam exclaimed, pointing at the end of the wide hall.

To their shock, at the end of the hallway , strapped to some sort of mechanical device with wires connected all over his body, was electro. His eyes were shut passively and bluish energy crackled around his cobalt body which seemed practically lifeless.

"Of course! That's how Ravencroft hid all it's secrets from the rest of the world. It's power source isn't even on the power grid! It's generating it's own power!" Sam whispered.

"Talk about violating human rights." Peter mumbled.

"What ... Who did this to him?" Luke whispered in shock as he walked upto the cylindrical vial that Electro was being held within.

"Dunno. But I can find out." Peter answered and he began typing away on the control panel to the containment unit that housed Electro.

"He's.. providing over seven trillion watts of electricity, enough to power half of the west coast!" Peter exclaimed in disbelief.

"So what would these guys need all that energy for?" Luke inquired.

"Hm… says here it's for something called… _Project Changeling_."

"Project what now?"Luke responded, clearly not keeping up. Peter accessed one of the data folders and his lenses widened in shock.

"They're the creatures we had the pleasure of meeting earlier. And..whoa! Look at the stats on these things! " he exclaimed .

"Super strength, telepathy,razor claws, Adamantium endoskeletons! These guys are breeding living weapons!" Sam mumbled as he read the data off the screen.

"They're engineering some kinda army… " Luke muttered. "But for _who_?"

"That's not something you're at liberty to find out about." A coarse voice shouted from behind and the three of them spun on their heels to find themselves face to face with Crossbones, who had a few armed men with him, along with a variant version of the Changelings. These were a lot smaller than the behemoths from before and the looked more akin to humanoid raptors, snapping their jaws.

"Hah! You guys seriously look like ya belong in a bee-grade horror flick!" Peter chortled as he crouched to the ground.

"Take em down! No mercy! But leave the little bug to me." Rumlow growled . At once, the men and the changelings behind him charged the three teenagers, forcing them to split up.

Peter sprang up just as Rumlow shot a grenade at where he stood.

"Dude. Did you just copy your symbol from the Punisher? At least try and come up with something original!" Peter quipped as he flipped over two changelings , webbed them up together and swung them over at Rumlow, who managed to duck from under it just in time.

Sam flew upwards as the Changelings chased after him, sprouting scaly looking wings from their back. He made a sudden turn, outmaneuvering them and them shot them with energy blasts from behind, rendering them out of commission temporarily.

The men realized that Luke was not susceptible to bullets, hence they resorted to aiming grenade darts at him that stuck onto his body before exploding .

"Anybody..ngh.. got a plan?" he grunted as he ripped up one of the tables and hurled it at the men attacking him, catching a few of them head on.

"Working on it, big guy!" Peter exclaimed as he summersaulted over Rumlow and attempted to sprint towards the exit.

"Yer not getting away, bug boy!" Rumlow roared and shot a tazer blast at Peter, catching him around the foot .

A peter stumbled back to his feet, shaking himself out of the stupor, Rumlow came up from behind and by the time Peter's spider sense warned him of the threat, the assassin already had his muscly arms wrapped around Peter ,trying to crush him.

"Urgh dude! When was the last time you had a bath!?" Peter squirmed as he wriggled in Rumlow's grip.

Finding enough space, Peter yanked his left hand from from Rumlow's grip and changed his web shooter setting, striking his attacker with taser webs. As a result, Rumlow was blasted off his feet in a trail of smoke.

Peter then swung towards the exit, avoiding the fight as the other changelings and the armed men were too focused on Luke and Sam to notice Peter escaping.

Sam blasted the men attacking Luke and then helped his friend get back to his feet.

"We are so screwed." The former remarked as the security breach alarms began ringing around the entire facility, alerting everyone to their presence.

"Come on!" Luke exclaimed and bolted out the way they came in. Once outside, they turned left to catching sight of a battalion of armed men charging at them.

Their hearts ramming against their chest, they took the other option and made a dash for it in the opposite direction. As they rounded the corner, they caught sight of Peter at the end of the corridor, typing away at the control panel of one of the two elevator doors.

"Way to be a team player, Web head!" Sam chided irritably as they reached Peter.

"Hmm. Coulda sworn I thought you were right behind me!" Peter smirked just as the elevator doors opened.

Wasting no time, the three of them sprang inside the elevator and the doors slammed shut bare seconds before the charging changelings reached them.

"Well.." Sam panted, his hands on his knees as he tried to calm down his heart ramming against the inside of his ribs, "At least we're still alive."

"Pete, I thought we're supposed to be headin up. Not _down…_ " Luke sighed as he glanced up at the monitor which seemed to indicate that they were indeed going deeper beneath the earth surface.

"Uh..heh-heh. Whoops!" Peter chuckled, shrugging , a little embarrassed . "Sorry. Was too focused on getting us away from creepy genetic monsters."

After what seemed like hours, the elevator finally came to a halt at what seemed to be the lowest floor in the entire facility. As the doors sprang open, the three of them quickly assumed defensive stances, ready for imminent attack. But there was no one.

"Hmm.. At least expected the boogie man to pop up after what all we just saw upstairs." Sam remarked as the three of them walked forward. Similar to the rest of the facility, this hallway seemed to made of the similar white flooring and walls. In front of them were two identical hallways that split off from the main corridor.

"So… " Peter mumbled , " Where would you two wanna hang out? Creepy looking hallway one or creepy looking hallway two?"

"Uh… does _that_ answer your question?" Luke mumbled, staring ahead at the left hallway, out of which came a bipedal creature with a gaunt, alien face. It's beady glowing eyes fixed on the three of them and it's grey horns, similar to it's thick grey skin began to glow crimson.

"That's the thing I saw from above!" Sam exclaimed .

The Bipedal creature(which the teenagers now identified to be a Changeling variant) charged at them, it's eyes glowing red. Sam flew upwards as Peter leapt up, clinging onto the ceiling.

Luke managed to catch the charging Changeling head on, grabbing it by it's horns before spinning on his heel, swinging it along and sending it flying back into the elevator just as the doors closed shut.

"Come on!" Sam called out and sped on ahead with Luke and Peter following closely behind him.

"How many types of these things do they breed anyway!?" Peter groaned as the three of them rounded the corner of the corridor and came up face to face with a circular metallic sliding door. For some reason, this door seemed different from the rest and appeared to be much more secure and reinforced.

"Get to the hacking, web head!" Sam chided .

"Sheesh. You're starting to sound like Fury now." Peter quipped as he began typing on the control pad. After the fifth failed attempt, he gave up.

"I can't.. It'll take me data's under triple encryption." Peter mumbled in dismay.

"Well somebody come up with an option bee cuz we got trouble comin in hot!" Sam yelled from the corner bend a terrified look on his face.

"Move." Luke roared and crackled his knuckles before digging his fingers into the sliding door and yanking it back open.

"Ngh.. I.. can't hold it open much longer. Get in!" he grunted in strain as he held the door open.

Without needing much coercion, Peter and Sam sped through the door and Luke followed them through, leaping inside just as a battalion of armed guards and Crossbones came bolting round the corner.

Once inside, Luke slammed his fist into the control pad of the door, destroying it beyond repair.

"That should keep them off of us for a while." He panted .

"Aw come on, man. I was just starting to like our new pals." Peter chuckled as Luke gave him an unimpressed glare.

"Uh.. guys.. Ya might wanna see this." Sam mumbled quietly.

The two of them turned to see their friend standing in front of a six foot tall cylindrical containment unit. The words ' _Project X-23_ ' were etched into the glass casing of the unit. Sam clicked down on a button of the control pad in front of the cylinder and instantly, the containment unit went active, lighting up to showcase the one inhabitant being keep inside.

"Whoa…" Peter gasped .

There, kept sedated within the reinforced glass casing of the containment unit, was what appeared to be a teenaged girl. Her jet black hair sprawled around her shoulder, falling just above her hip level. She had a peaceful expression on her face, as if nothing in the world bothered her. She had a black, formfitting body suit wrapped around her body and she had a silvery metallic collar fitted around her thin neck.

"Did they… did they _grow_ her like those other Changelings?" Sam whispered in shock.

"Pete, hack the system for info about her." Luke remarked.

"Right. On it." Peter mumbled, albeit a little shaken .

He began bypassing the encryption on the control pad and soon enough, he had sprung up the data on the girl being kept sedated in the containment unit.

"Holy crap .. Guys.. She's—"

"Wolverine's … clone." Luke completed Peter's sentence.

"No way the big hairy dude knows about this." Sam muttered, lightly placing his hand on the glass casing and staring up at her. Despite the danger of the whole situation, he couldn't help being enthralled by her peaceful face.

Peter continued to read the data on the Wolverine clone from the monitor.

"Subject designation _Weapon ex-twenty-three_.A synthesized clone force grown in…. " Peter's eyes widened in shock, "Ten weeks!"

"They're.. making a slave outta.. well.. the Wolverine's daughter." Sam muttered in shock.

The three of them stared up at the unmoving girl for a few seconds, a little shaken and disturbed. Finally Luke brought them out of their stupor.

/

Back outside, Octavius and his assistant, Ashley came sprinting down the hallway where Crossbones and a squad of armed men stood at the door to project ex-twenty-three, trying to get the door to open.

"Where are the intruders!?" Octavius roared.

"Inside with the weapon. They fired the circuitry. Can't get the door open." Rumlow responded.

"Goddammit!" Octavius cursed, stomping around like a mad-man.

"Get some of the Elephantines down here to muscle the door open!" he ordered.

"Already on their way." Rumlow responded aggressively.

Octavius rubbed his temple , his brows furrowed. This was a debacle. The board would have his head for this crisis.

/

Back inside the containment vault, the three teenagers were standing there, staring at the unmoving girl, unsure of what to do .

"I've gotta be dreaming, right?" Peter mumbled, pinching himself to make sure. To his disappointment, he wasn't.

"This… This is wrong.." Luke muttered. "I'm gonna contact Shield an' let em know our coordinates."

Luke tapped his earpiece and waited for a few seconds. He then let out a frustrated sigh.

"Dammit. Static. No signal. We're In too deep below surface."

"So…" Sam mumbled, "What do we do? We can't just leave her like this."

Luke stared up at the girl, still sedated behind the glass casing. There was a voice inside his head which was telling him to leave her be and to try and get out with his friends while he still could. But he knew he wouldn't be able to live with himself if he did. She was an innocent girl who deserved to decide her own fate instead of being turned into a slave.

Making up his mind, he turned to Peter.

"Free her. We'll take her with us . Shield can sort her out."

"If you say so. But If Fury comes calling, you're the one responsible. " Peter responded and ran a protocol on the control panel that unlocked the containment unit.

The cylinder opened, the top portion slid upwards and into a compartment on the white ceiling. A plume of translucent smoke puffed out of the pod . For a few moments, nothing happened. Then the girl began to stir.

The teenagers eyed her curiously as her beetle brown eyes shot open. For a few silent seconds, she simply stared around the room, taking in the sight, including the three teenaged boys staring at her.

"See? She's all—" Peter was saying just as his spider sense began to go berserk. He managed to spring out of the way just in time as the female wolverine clone charged in their direction, slamming herself into Luke.

She wrapped her legs around his torso and two, long silver claws shot out of her knuckles . Roaring in apparent rage, she began to slash at Luke. If it were any other person, they'd be dead right about now but since Luke had basically impenetrable skin, he remained unharmed. Peter rushed to Luke's side, shooting web fluid at the girl and then yanking her off of him and sending her crashing into what used to be her containment pod.

Growling as she got to her feet, she began aiming her attacks at Peter, who began leaping around to avoid her attacks.

"We're on your side!" he grunted as he shot a web grenade at her which blasted her backwards down onto the floor, sealed in white webbing.

"That's it, I'm taking her out!" Sam roared and shot towards the clone with his fists glowing with energy.

The clone managed to free herself from the web casing just in time as Nova neared her. She sprang to her feet and dodged his attack before grabbing a hold of his ankles as he flew by her. Spinning on her heel, she sent Sam hurling towards Peter, who ducked under the flying body just in time. Nova crashed hard into a nearby wall and rolled over, unconscious .

Roaring in an almost animalistic manner, the clone lurched at Peter, slashing at him with her claws drawn out .

"I'd hate to be the guy who'd have tuh take her to prom."Peter yelped as the clone slashed at him ferociously. He attempted to make a quick getaway from her range but he was too late. She grabbed him by his leg and charged him hard into a nearby electrical box.

Peter yelled in pain as the blue electricity crackled through his body, numbing his senses. Withint seconds, he blacked out and crumpled to the ground in a heap.

The clone stared at Peter's unmoving body, her teeth bared and panting heavily, as if expecting him to spring back up again.

"ENOUGH!" a voice came from behind her.

Upon spinning around, she didn't see much except for a blur of yellow charging straight towards her. A moment later, she felt intense pain in her shoulder area as Luke Cage charge hard into her, sending her flying back off her feet and crashing into the nearby tiled wall.

For a few seconds, the clone lay there, grunting in pain. Luke hurried over to Sam and Peter, both of whom seemed to be knocked out senseless. He couldn't get them both back up to top level on his own. He was at his wits end now.

Behind him, he heard the clone move and he turned to see her drag herself back upto her feet. As he watched, she rotated her shoulder, knocking her dislocated shoulder blade back into place before shooting him a furious glare, claws drawn out.

"We are _trying_ to help you!" Luke made a last attempt to plead to any consciousness within her.

As a response, she bounded towards him, roaring in rage. As she slashed her claws at him, Luke side stepped her and slipped behind her . Moving as fast as he could, he slipped her arms from below her arms and locked her in a death grip, not wanting to make the final fatal move.

"I DON'T WANNA DO THIS!" he yelled to no avail.

She began struggling in his grip for a few seconds, slashing at the air . Then, she grunted as she used all her strength to leap skyward, taking Luke with her and crashed him hard into the tiled ceiling. He seemed a little disoriented from the force of the crash and she took this as an opportunity to break herself free from his grip . She then grabbed a hold of the unfocused Luke by his free arm and spun on her heel, sending him flying straight towards the sliding door.

/

Back outside, Octavius , Ashley and the other men were trying to work out how to get inside the chamber when , to their complete shock, the door burst open, blown completely off of it's hinges as a body flew in. An unconscious power man landed at their feet and the female wolverine clone walked in after him, retracting her claws.

"Whoa." Rumlow gasped. Even he was didn't think the clone would've beaten them. Especially Powerman.

Octavius stepped into the containment room , his eyes scanning the derelict room. Fumes of gas everywhere, the containment pod lay open, destroyed beyond repair. And on the floor lay Spiderman and Nova, unconscious.

A sneer crept up Octavius' face as he took in the scene. The project was a complete success.

"Well done, my child."

* * *

 **That's all folks! Hope you all had a blast reading this chapter !  
**

 **PS: In this story, Luke and Nova are essentially wearing the same suits they wore in the Ultimate Spiderman cartoon. As for Spidey himself, in my story, his basic spider man suit looks like the one he wears in the MCU, much more tech based.**


	2. Chapter 2 - Liberation

****All characters in this series are owned by Marvel Comics****

 **Chapter Two- Liberation**

* * *

 _MANHATTAN, NEW YORK, JUNE 21 , 02:27 EDT_

Otto Octavius paced nervously through his office, unsure of what to do next. They had subdued the teenaged superheros but he knew how they worked for. If Shield , or worse yet, the Avengers , were to discover that their protégés were missing, there would be nowhere he could run to escape their wrath.

Then there were his superiors—the Ravencroft board of directors. They weren't the very understanding type either. Plus, he had orders to not make contact with them unless it was absolutely necessary. He didn't know how they'd react if he contacted them to merely discuss the issue of teenaged intruders—but then again, he didn't know how they'd react if he didn't.

Taking a deep breath, he entered the password on the keypad on his desk to seal his office from outside interference. Having done so, he reached for the silver dial and paused momentarily. Making up his mind, he pushed the dial and waited.

A moment later, all the lights within the office began to dim as seven translucent glass panes rose up out of slots that opened in the metallic floor , lining up in front of Octavius. With a low hum, the glass panes came online and the dark silhouettes of seven figures came into view, all of them focused on Octavius.

"Doctor Octavius." A voice hissed from one of the screens. The voice had a sick flavor of disembodiment to it. "You required an audience ?"

"Yes." Octavius croaked, wiping the sweat from his upper lip nervously."Very.. sorry to disturb you at this late—"

"Just get to the point." Another man's voice talked over him. This voice did not possess the intimidating sound of the previous one, but nonetheless, it had a cool, commanding tone and sounded very direct.

"Well.. There has been… a small incident in the public sector of the institute—the origin of which is still unclear—but it seems to have brought in some… unwanted attention." Octavius spoke , glancing around at all the glass panes.

"Three… teenaged Shield agents. Spiderman, Powerman and Nova. They've breached Ravencroft security protocols and… freed the weapon from its pod. Of course the clone is still under our telepathic control and as expected, turned on it's would-be three are currently being held sedated in containment pods and we don't believe Shield knows they're here."

"The situation seems to be under control. What possible reason would you have to contact us?" a third voice, this time, a female, hissed .

"Um.. well.. What.. should I do with them?"

For a few moments, there came no answer. The silence was weighing down on Octavius and he began fiddling with his thumbs behind his back to keep himself from cracking.

"Clone them." One of the voice remarked .

"The substitutes can act as moles for us. They will serve The Syndicate. And only The Syndicate."

"And.. the originals?" Octavius inquired.

"Delete the source material. Leave no traces."

* * *

 _SHIELD HELICARRIER THREE, 02:53 EDT_

"Does anybody have eyes on Spiderman, Powerman or Nova!?" Fury yelled furiously across the starboard deck of the aerial vehicle.

"Negative sir. " Maria Hill responded from the commanding unit, her eyes fixed on the control monitor, scanning for any signs of their three missing agents.

"What about their trackers?"

"Offline. One of them must've remotely hacked and disabled them." One of the crewmen responded as he ran a scan for the trackers on Fury's request.

Of course.

Fury pinches his nasal ridge in frustration. If any of those three could've done it, it had to be Parker. But where would they have gone anyway?

Left with no choice, Fury turned to Hill and furrowed his brows.

"Agent Hill. Contact Cap about the runaways. I'd rather have kept this off of the Avengers' radar. But that doesn't seem like an option now." Fury sighed exasperatedly.

"On it, sir."

/

The first thing Sam felt was the continuous throbbing in his temples. He felt like he'd just been shoved in hard through a vacuum tube . For some vague reason ,he felt a sudden numbness all over his body and he found it difficult to move his eyelids. He felt something cold over his head, telling him that he still had his helmet on. Where was he?

His head began to hurt worse as he tried to recollect the last thing he remembered. Blurry pieces of his memory came to the front of his mind's eye. Voices. Something. Ravencroft. What was Ravencroft?

Then, out of nowhere, a black haired teenaged girl sprung to his mind's eye, a ferocious expression on her face and two silver claws drawn out. She lurched at him and his eyes shot open.

Sam gasped for air for a few seconds, his chest heaving as he did so. His breath began to fog up the glass. The glass?

Looking up, he found his hands and feet restrained in metal casing that encased them whole. He looked sideways , squinting his eyes to try and figure out where he was.

"Pete?" he muttered in shock as he caught sight of his best friend in a similar situation to his. But he didn't seem to have awaken yet, since his head was hanging forward , his chin resting on his chest.

"Guys!?"

No answer came.

He then looked past Peter and noticed Luke, restrained in a pod as well.

He grunted as he tried to yank his arms out free to no avail. He wasn't as strong as Luke or even Peter without his Nova power. His heart racing, he began to look around . They seemed to be kept in a chamber with white flooring and tiles, similar to what he remembered from before.

Then, his heart almost dropped out of his chest as his eyes found the figure of the Wolverine clone standing a few feet away, an unreadable expression on her face. She must've been standing there in silence, staring at the three of them as they were unconscious.

"YOU! " Sam yelped . If could have leapt back in fright, he would have.

"Whaddoyouwan?" Sam yelled.

She didn't answer. She simply continued glaring right back at him. Sam felt like a zoo animal, being stared at for entertainment.

"Quit staring! You're creeping me out!"

"Would you just shut up! My head's hearting as it is! Urgh.." Peter's voice came .

Sam craned his neck to find Peter shaking his head, possibly to try and shove off the head ache.

"Why… why did you do this?" Luke voice muttered and the other two turned to see their friend lifting his head, looking a little worse for wear.

"Yeah! We free you and this is how you thanks us!?" Sam yelled, glaring hard at the girl, hoping she'd just disintegrate under his stare.

"Hey buckethead! How bout you not tick off the girl who just took the three of us down in one go?" Peter chided from his pod.

"You shut up!" Sam retorted. "This was all your stinkin idea in the first place!"

"I had orders." a female voice muttered as Peter opened his mouth to argue back. The three of them glanced at each other and then at the clone in shock.

"She can talk!?" Sam blurted out in dismay.

"Yes. _I can!_ " the clone hissed louder this time, clenching her fist. The other two glanced reproachfully at Sam.

"Hey, it's not like I called her an ' _it'_ or anything." He shrugged.

"I had orders.. to do what I did. I couldn't disobey." She mumbled.

"We didn't see anybody else in the room with us." Luke remarked.

"Voices. In my ." the clone answered.

"Okaaayy. So we've got a loopy one here." Sam remarked.

As an answer, the clone bared her teeth at him.

"Let's not all get heated up again. How'sabout we just… talk this out?" Luke offered.

The girl stared at him for a second before nodding.

"Who was giving you orders?" Luke asked.

"I… dunno. Voices. They've always been there. They taught me to read. Write. They taught me the names of things."

The three teenagers stayed silent, taking in all what she'd said. Not only had they force-grown her, they'd also implanted her with information.

"Do you know… what you are?" Sam inquired .

"I'm the Weapon twenty-three. A clone of the Mutant Wolverine. Create to serve The Syndicate. But… that's all I know."

"So… what's your name?" Peter inquired. Out of the corner of his eyes, Sam noticed Peter's fingers moving suspiciously.

"I…. They never gave me a name."

"You do realize Ravencroft's just using you, right?" Sam remarked hotly.

"I live because of Ravencroft!" the clone hissed venomously. "It's my home!"

"Yeah… news flash. Ravencroft's your prison. " Sam argued.

But before things could get anymore heated up, the sliding doors to the chamber slid open and the masked mercenary from before walked into the room, followed by a man in a lab coat with an unfriendly expression on his face.

"Having a chat now, are we?" the man croaked .

"I don't believe we've met." He remarked, turning to the other three. "You may address me as Doctor Octavius. Remember it. It's the last name you'll learn before you are terminated."

"Nice to meetcha. The name's Spiderman. These are my trusty associates,Nova and Powerman. I'd shake your hand if you hadn't so graciously tied them up." Peter remarked.

"Activate the cloning procedure for these welps." Octavius hissed at an assistant scientist, who nodded .

"Pass. I'm happy with just one me. " Sam chortled.

Luke, however, caught the eye of the wolverine Clone who was staring up at the three of them.

"Please." He mouthed as Octavius turned to the clone.

"And you! Head to your pod! There is a telepathic rebooting program awaiting !"

The clone glared at Octavius for a few seconds. Luke even thought she'd go against her order and free them. But, to his dismay, that moment passed. She turned on her heel and walked out the chamber.

"Begin."

/

As the clone walked away , rounding a corner, towards her own containment chamber who's doors stood open, with a few telepathic changelings waiting inside, she stopped dead in her tracks.

The pained screaming of the three teenage boys filled the hallway, following after her. The voices whispered in her head to keep going, to ignore the screams and follow what she'd been told. But something wasn't sitting right. She clenched her fist as the screams got louder, more unbearable.

/

"Silence them!" Octavius ordered his subordinates as the three teenagers yelled in pain. The three of them had razor edged electrifying needles injected into various points along their body and a blood sample from each of them had been extracted and was filling up a small orb above their pods, the crimson liquid swirling as it filled up.

Through the excrutiating pain surging through his body, Peter managed to catch a glimpse of the circular sliding doors of the chamber slide open and the silhouette of someone bounding inside.

Octavius head the painful scream of someone from behind and he turned on his heel to find himself staring at the sight of the Wolverine Clone growling, her adamantium claws embedded deep into the head of one of the sentry men.

"Wha—WHAT THE HECK IS HAPPENING!?" Octavius roared in fury . "GET THE WEAPON BACK INTO IT'S POD!"

At once, Rumlow and his men charged at the clone, raining down gunfire on her. She took most of the hits head on, bolting straight at Rumlow. Roaring with her teeth bared, she dug her claws into his shoulder blade and with all her strength, swung him whole over her head, sending him crashing straight at his men.

"NO! THIS IS UNACCEPTABLE! YOU BELONG TO ME! YOU—" Octavius began stomping his feet around,but his tantrum was cut short by a solid punch on his jaw by Spiderman.

"Quit whining, ya over-grown wimp!" Peter snorted .While everyone had been focused on the clone, Peter's spider droid had detached itself from his chest and had been discreetly working to free him from his restraints.

"You free Powerman. I'll take Nova." Peter remarked to the clone, who retracted her claws as she walked to him.

"Don't you give me orders." She hissed .

"Yeah. Yeah. I got it. You hate orders. Just do it, will ya!" he waved her off as he sprung up onto Nova's containment pod, working to get him free of it.

The clone did the same with Luke's pod.

"Thanks. I owe you." Luke smiled in gratitude at the clone, who nodded at him.

"Are you two done bonding? We gotta disappear before these guys wake up. Fast!" Same called as he and Peter bolted on ahead. As they exited the room, Sam turned and aimed concentrated energy blasts at the three cloning pods, seemingly destroying them in simultaneous explosion.

As the teenagers disappeared out of the room. Rumlow grunted as he extracted a purple serum vial from his Kevlar and injected it into his bloodstream. Although it was painful, within minutes, he was back on his feet. He picked up his gun and observed the scene. Most of the men were dead, with two puncture wounds on them. Except for Octavius, who began to stir.

"Quite a package you people cooked up." Rumlow remarked as Octavius stumbled back to his feet.

"They… They cannot leave the facility. Initiate lockdown protocol." He panted as he dragged himself towards the doorway.

"We'll cut them off at the top floor. Where are you off to?" Rumlow called as Octavius neared the elevator.

"To sub-level twenty-one. I need to get something from project Exoskeleton. Just in case."

/

"We are still forty-one level below ground level. Anybody got any ideas on a fast exit?" Luke called out as he bolted ahead, leading the other through the unending corridors.

"The elevators!" Peter answered, pointing ahead at the elevator which stood open at the end of the corridor.

All four of them leapt inside and sealed themselves in just as Crossbones' henchmen came round the corner, weapons aimed.

"This shouldn't be that hard." Luke panted with a smile.

Sam couldn't help but stare at the female wolverine clone as they sped up the many floors in the elevator. He was just trying to see if she bore any resemblance to her dna donor. She just kept trying to ignore his staring.

"Ya know, for such a wacko sciency place, they've got good taste in elevator music." Peter remarked with a grin.

"What?" the clone blurted out, confused.

"Seriously dude? Now?" Sam chided, giving him an unimpressed expression.

Peter opened his mouth to answer but all of a sudden, the elevator clunked crudely to sudden stop, forcing the passengers to crash into each other.

"What was—" Sam mumbled, rubbing his head but he never got to complete his sentence as the next moment, the elevator broke loose and it began plummeting right back down the way it came.

"I don't need to be a science whiz to know what's gonna happen next!" Sam exclaimed.

"Move!" Luke yelled , shoving them all aside . He then leapt up, dug his finger into the ceiling of the elevator and yanked downwards, ripping it open.

"Nova, grab her and fly up. " Luke remarked.

Wasting no time, Sam slipped his arms under the clone's own and flew upwards, out of the elevator. Peter then shot a strand of web out of the elevator and grabbed a hold of Luke by his hand and together, the two of them got pulled out as the elevator rocketed downwards, disappearing into the darkness below them.

As the teenagers regrouped on one of the floor ridges, they heard a faint crash, telling them that the elevator had finally reached the lowest floor of the facility.

"Well.. At least we know this place ain't endless." Sam mumbled sheepishly.

"Sub level thirty. " Peter mumbled, his lenses fixed on his scanner .

"This'll have to be our exit then. " Luke remarked. He then stood up, dug his fingers into the elevator door and yanked it open.

"Out of the furnace and into the fire." Peter groaned as they came face to face with another squadron of changelings, screeching their displeasure as they bolted towards them, coming from the end of the long corridor.

"This way." Sam remarked, leading them through the opposite corridor , away from the incoming changelings.

/

Rumlow and a battalion of his men prepped their electrocution rifles, aimed at the silvery sliding door . Rumlow walked to the front with a tablet in his hand.

"They're comin in though here. Get ready to blast em. But no kill. We have orders."

The men waited as the sound of fast moving footsteps began to grow louder and louder , coming from the other side of the door behind which was another connected corridor.

The grip on their blasters tightened as the sound drew nearer and—

A second later, the door burst open and a horde of angry changeling reptiles poured into the room, piling on top of each other, knocking some of the men over.

"They hacked the motion sensors." Rumlow cursed, hurling the tablet at a nearby wall in anger.

/

"Neat!" Sam beamed as Peter explained to them what he'd done . "So now what?"

"That should give us enough room to move." He answered and sprinted forward with the others trailing behind him.

The group turned round a corner, finding two armed guards walking towards them. The moment they caught sight of the runaway teenagers, they halted in their tracks and aimed their blasters at them.

"HALT! OR WE'LL—"

But they never got to finish the sentence as Peter shot elastic webbing at the two of them and yanked them forward. As they flew through the air toward him, he landed a solid knock on their jaws.

"You'll what? You didn't finish!" he chuckled as the other bolted on ahead.

"Here." Luke remarked as he spotted a metallic yellow painted door on one of the walls. Moving through it, the team found themselves at the foot of a spiraling flight of unending metal stairs.

"Really?" Peter groaned. "They have all this tech to cook up creepy monsters and they don't bother building an escalator?"

The four of them began sprinting up the silvery stairs as a battalion of armed guards burst through the door , loading their electric blasters.

The plasma blasts shot over their heads as the group bolted up the stairs.

"Geez! They're like our very own super armed lunatic fan girls chasing us around!" Peter remarked ahs ducked under a blast aimed at him.

Luke stopped in his track and punched hard at the flight of stairs behind them.

"Uh… what're you doing, big guy?" Sam inquired.

With two more solid kicks, Luke managed to dislodge the flight of strairs from the top platform on which they stood.

"That's gonna hurt." Peter mumbled as he watched the stairs crash to the ground with the armed guards following through.

"Come on!" Luke led the way.

They exited the stairwell and entered some sort of hall. For a change, at least the interior decoration wasn't made of white tiles. Just then, the lights in the hall dimmed and the security breach alarms began to ring.

Sam wasted no time in speeding forward ahead of the others. He rounded a corner and spotted a large partition door at the end of the corridor.

"There's our way out folks!" he called and shot towards the door. But before he could make it, the door slid shut and Sam ended up crashing face first into the thick, reinforced metal.

"Ow.." he groaned , getting back to his feet as the other reached him.

"Dammit. The doors locked down." Luke cursed .

"Thanks for letting me know. My head hadn't noticed." Sam grunted , rubbing his helmet.

The clone's claws shot out of her knuckles and he began clawing ferociously at the reinforced door to no avail.

"Appreciate the effort, Wolvie. But that's not gonna work." Peter remarked. "And there isn't enough time to hack the doors. "

The clone growled for a second before raising her face, nose pointed upwards. As the others watched in bewilderment, she began to sniff at the air , her eyes closed. Her claws retracted back into her knuckles as she walked away from the door and eyes still shut, pointed at a particular point on the wall next to them.

"There's a compactor duct that goes through there. We can get to the main compound through it." She stated monotonously.

"Uhh." Sam and Peter chorused in disbelief.

"You two heard her! Get to it!" Luke yelled .

"Right. Right." Sam muttered as he lit up his fists. Furrowing his brows, he used all his strength and shot a concentrated beam of energy at the spot pointed at by the clone and sure enough, a gaping hole exposed some kind of duct that lead away from the corridor.

"Urghh.. What a wonderful smell we've discovered!" Peter couched, pinching his nose as he crept in through the hole.

Luke was the last one in. Upon taking one more step in the duct, he lost his footing and began sliding down the metallic tunnel at a rapid pace. He couldn't make sense of how fast he was going but he was at least able to understand the fact that after an initial dip, there was some sort of pressure exerted on him and he was being sucked up the duct that was now traveling upwards.

After what seemed like hours, he was coughed out of the end of the duct, landing on top of the other three who were already piled up on top of each other.

"Mind getting off me, big guy!?" Peter squirmed from the bottom of the heap.

Once they had all gotten back to their feet, Peter turned to the others, rotating his shoulder.

"Come on. Let's go. We're one the ground level now."

"I think not." A familiar nasal voice proclaimed from behind them. But that was not all. Along with the voice came the sound of something stomping violently along the ground, heading towards them. With each step, the ground shook.

The group turned to come catch sight of … something… appearing out of the darkness, it's four, long mechanical arms stomping along the ground vehemently . The four mechanical arms were attached to some kind of black armored body suit that hung mid air as a result of the long mechanical arms walking for it. But that was not the worst part. There was a person inside the mechanical suit. The person they all had come to detest.

"Octavius!?" Sam exclaimed in shock as the man in the six foot tall , four armed body armor stomped towards them menacingly.

"You thought you three welps can just _steal_ my own creation from me? THE CLONE BELONGS TO ME!" Octavius roared threateningly and something told them that something wasn't right with him anymore.

The clone clenched her fists, her claws slowly sliding out of her knuckles. Screaming out in rage, she bounded towards Octavius who simply whacked her hard with one of his mechanical arms, sending her flying off and crashing into a nearby wall.

"This just got a whole lot harder." Sam muttered to himself as he hovered off the ground.

"Hey ugly! Suck on this!" he yelled as he shot energy blasts at Octavius, but to their shock, it had almost no effect on the biosuit in which he was encased in. It merely absorbed the blasts, diluting it and protected it's user.

"Not so cocky now are you?" he cackled as one his arms caught Sam by the torso and flung him away into a nearby pillar that cracked slightly on impact.

"Hey Ock! I think there's something on your nose!" Peter yelled , trying to divert Octavius's attention. And to his surprise, it worked.

"What?"

As an answer, Peter shot a wad of webbing at Octavius's exposed face, covering it with web strands.

"Wait a sec!" Peter snorted as he watched Octavius struggling with the webbing.

"What?" Sam remarked as he floated down to Peter.

"I just came up with a name for our new friendly neighborhood frenemy. Get a loada- _Doctor Octupus!"_

"Neat." Sam mumbled sarcastically .

"Can we focus on the mission now instead of coming up with codenames for the guy who's tryin the kill us!?" Luke exclaimed irritably as Octavius finally managed to detangle the webbing from his face.

"I'll kill you for that, Pest!" he roared as two of his mechanical arms shot towards Peter, forcing the teenager to spring upwards onto the ceiling to avoid the oncoming attack.

"I think he likes me." Peter remarked in a terrified voice as he dodged Octavius' arms.

"ENOUGH!" Octavius roared and this time, he managed to catch Peter by the torso and shot an electric current though his arm.

"ARRRGH!" Peter yelled in pain as the electricity surged through his body.

/

Fury stood at the main bay of the helicarrier while around him, most, if not all of the crew were running scanners trying to find their missing superpowered trainees.

"Sir. What if we _don't_ find them?" Maria Hill remarked quietly, walking towards her superior .

She was right. What if they weren't able to find them? It'd be his responsibility . Luckily , he was saved from having to answer that question when one of the crew called out to them in an urgent tone.

"Sir! Spiderman's tracker came online!"

"Where is he!?" Fury yelled impulsively.

"North Avenue, fuller street. T-they're at the Ravencroft facility. "

/

Octavius was blasted backwards off of his feet by an energy blast . Peter dropped to the floor with smoke trailing off of him.

"Urgh.. Just… shake it out. It's just in your muscles..and bones… and organs." He muttered to himself as Sam helped him stumble back to his feet.

"You okay webhead?"

Before Peter could answer, the building they were standing in began to shake violently as crumbs of concrete flaked off the ceiling, dropping to the floor. They turned to see Octavius slamming Luke and the wolverine clone into the pillars. Clearly the two of them were having a hard time stopping the maniac.

Octavius walked over to Luke(who lay on the ground, groaning) and grabbed him by the head with one of his mechanical arms. Then, he proceeded to repeatedly slam the teenager into the concrete pillar next to them. As he did so, Peter observed that as Octavius continued slamming Luke into the concrete, he was ignorantly beginning to destabilize the building floor as well .

"Hey wolvie!" he called out as the clone got back to her feet, growling at the sight of Octavius. "Get over here! I got a plan. And it just might work."

"See the pillars?" he grunted as he clutched at his side. The other two nodded .

"What do you think's gonna happen if we knock em down?"

For a brief second, the other two stared at each other, then back at peter before the realization dawned on them. Quite literally.

"Got it?"

"Shoulda said so earlier , webhead!" Sam grinned as he floated up.

"Great. I'll get his attention. " Peter remarked as he shot a web strand and propelled himself towards a rampaging Octavius.

Peter crawled along the crumbling ceiling towards Octavius, making sure he was out of his line of sight.

"Hey Ock! What's big, ugly and webbed all over!?" he called.

Confused, Octavius dropped his attack on Luke and wheeled around, searching for Spiderman.

"You!" Peter cackled as he shot webbing at Octavius, covering him in a blanket of web strands .

Luke shook his head, grunting in pain as he staggered back to his feet. Through his blurry vision, he first noticed Octavius wound up in tight webbing. Then he noticed that parts of the ceiling was beginning to crumble and flake.

For some reason, both Sam and the Wolverine Clone had stopped attacking Octavius and were instead attacking the concrete pillars around the place. Sam was blasting intense energy beams at the pillars, forcing them to melt under the intense heat while the clone was punching the concrete repeatedly , her knuckles beginning to get bloody.

Luke then squinted at them and then back up at the ceiling and then it clicked. Wasting no time, he joined in the assault, making the process a lot faster owing to his super strength.

"AARGGGH!' Octavius roared in fury as he broke free from the webbing around him. "I'll get you for that, you little bug!"

"First of all—" Peter grunted as he began flipping over Octavius' mechanical arms, "Spider's aren't Bugs. They're arachnids. And you call yourself a Doctor!?"

"Second off. You're ugly, fa—" Peter was cut short as Octavius managed to grab a hold of him by the torso and rammed him hard into the nearest pillar, sending rippling cracks through the concrete.

"You insolent brats have disturbed me for the last time!" Octavius roared as he unleashed his fury on Peter, slamming his hard into the concrete.

Octavius morphed one of his mechanical arms into a razor edge apparatus , ready to drive it through Peter when Luke leapt up from behind him and wrapped his arms around the only exposed part of Octavius—his head. Loosing his balance, Octavius stumbled backwards under Luke's strength, trying in vain to pry the teenager off of his back.

Clenching back his pain, Peter changed his web shooter setting and aimed straight at the power reactor on Octavius' mecha-suit. As soon as the webbing made contact with the target, a massive electrical current passed from Peter's web shooter and onto the reactor, essentially frying it and the person inside the suit.

The teenagers regrouped as Octavius groaned, a trail of smoke wafting off his body. Despite this, he was still making slow advances towards them.

"The weapon.. It's belongs to—" but his words were cut off as the ceiling finally gave way without it's support pillars and a massive slab of concrete came crashing down on Octavius.

"MOVE!" Luke yelled and the four of them began sprinting straight towards the exit hall, running as fast as their legs could carry them.

But they were too late. The entire building came crashing down, crumbling to pieces, collapsing on top of them.

The rumble of the collapsing building shook through the night, it's very foundation giving way. Soon, nothing was left of the building except for dust, debris and a mangled mess of concrete.

For a few seconds, nothing moved. The night was still again. A cat sitting on a nearby abandoned apartment building watched the scene curiously . Then, there was a slight rumble and a massive slab of concrete rose upwards and a single being, a teenager , came into view, holding the concrete slab over his shoulders.

Luke grunted in strain in the effort of lifting the heavy object upwards . He made sure they were all safe as he flung the concrete away from them.

He closed his eyes and took in a deep breath, letting the cold night winds blow over him, soothing him.

"We made it."he muttered quietly.

"Was there ….. ngh.. ever any doubt?" Peter coughed .

Luke turned to find his two friends standing up, albeit with their hands on their knees, as they panted heavily from the effort . They too, just like him , had parts of their costumes singed and torn in some places. The two teenagers grinned at each other and gave each other a high-five, only to grunt in pain a second later.

The Clone said nothing. She simply walked forward to where Octavius lay unconscious, barely visible under the rubble, sparks flying at irregular intervals. His mecha suit was clearly damaged. All of a sudden, her ears perked up and she whipped around, staring straight up at the large circular moon that shone up in the starry sky.

"Someone's coming." She muttered vaguely.

Peter squinted his lenses, staring in the direction in which the clone indicated. As he zoomed in, to his surprise, she was right. Someone _was_ coming. But it wasn't just _a_ person.

As they watched, the familiar sight of Iron man rocketing towards them became clearer. But he wasn't alone. Following him through were Vision, The Scarlet Witch,Captain Marvel, Doctor Strange, Hyperion, Thor, Hulk, Nova Prime. Almost every Avenger you could think of. Bringing the rear was a black stealth fighter jet being piloted by someone.

Sam waved an arm over Peter's face but the latter made no response. His eyes were transfixed on the sight of all the Avengers flying towards them.

"Oh boy. Looks like he's gone fanboy." Sam groaned.

The Avengers slowed down as they neared the derelict site, all of them landing around the Ravencroft Building compound. As the Stealth jet stopped mid air, hovering in a stationary position, the bay doors opened and Captain America, Hawkeye,Storm, Black Panther, Black Widow, Wolverine and Nick Fury.

For a few seconds, nobody dared talk. The Avengers merely stared down at the teenagers and at the destruction around them. Then their focus shifted to the form of Octavius lying unconscious under the rubble.

"What… happened here?" Fury remarked in a commanding tone. His eyes grilled the three teenagers who'd gone off authority. And then his eyes found the girl standing among them. He'd never seen her before.

"And who's the girl?"

The teenager didn't answer . They simply exchanged silent glances with each other, not knowing how to answer Fury's direct question. As they stood there ,speechless, the clone walked forward.

"I'm Wolverine's clone." She proclaimed bravely.

Instantly , the adults' eyes widened in shock. They began exchanging stunned glances with each other . Most them turned towards Wolverine, who was standing there next to Storm, halfway in the process of lighting his cigar. He had a shocked expression on his face before it was replaced with a look of disbelief.

"Start talking." Fury stated threateningly, furrowing his brows .

The teenagers did not want to be the first one to make the move. Each of them eyed each other apprehensively until Luke decided to step forth. He began with how they investigated about Ravencroft, how they found out about them running illegal underground operations, about them producing biological weapons and how they found the clone of Wolverine being kept deep under levels.

* * *

It had been almost half an hour since Luke had finished telling Fury and the others in attendance about what all they had discovered about Ravencroft. Most of them were still in shock. Some of them, like Hyperion kept eyeing the Wolverine clone suspiciously. Nevertheless, the boys did not leave her side when told to by Fury, since they knew they were the only ones who trusted her at the moment.

The girl pursed her lips and gazed at the sight of Wolverine, who stood with Storm, Captain America , Ironman and Fury. She observed him keenly from her spot. She… didn't know what to make of it. She didn't know how she felt about him. She didn't know _what_ he was to her.

Storm, who had seen the young girl staring at her friend tapped him on the shoulder and nodded at the girl, who quickly looked away.

Begrudgingly , Logan walked towards the girl, not sure about how to address her. As he neared her, she turned to him, a slightly eager expression hidden beneath her façade.

"Uh.. look kid.." Logan began , scratching his chin like he always did whenever he was nervous.

"We'll.. uh.. we'll figure somethin out for you… " he mumbled

"Shield will. I mean… Trust me. You don't want me around." he added quickly .

An uneasy silence fell between them . The other three teenagers exchanged quick glances with each other.

"I'll. Uh.. See ya later ,kid. Gotta make sure those idiots keep away from my seat. " He remarked before he left her, heading towards the open Avenget onto which Thor and Hulk were loading an unconscious Octavius onto.

She stared after Wolverine as he disappeared out of sight.

"Ravencroft will be investigated. All the levels. "Fury remarked as he, Captain America and Hawkeye walked towards them with unpleased expressions on their faces.

"But let's make one thing clear here. " he continued.

"You shoulda called us." Clint interjected , folding his arms.

"End results aside, we are not happy with what you hacked Shield and Avengers systems, disobeyed direct orders and in doing so, endangered your lives." Captain America stated.

Peter looked down, a little abashed that one of his heroes did not approve of what they'd done. The others however, did not back down.

"And you also freed a possible lethal weapon and brought it into our midst—" Fury continued as the clone clenched her teeth.

"I'm not an ' _it'_!" she hissed , glaring up at his one eye. The other three teenagers pursed their lips , stunned. Even Captain America seemed taken aback by the girl's grit. Not everyone—especially if they were a teenager—stood upto Nick Fury like that.

"Then you have a name, I presume?" Fury responded, glowering down at her.

For a few seconds,she didn't respond, instead taking an interest in glaring at the Director of Shield, as if hoping he'd simply just disintegrate under her gaze.

"Yeah…She doesn' least from what she knows." Sam remarked, "they never gave her a name."

This, in fact, was not entirely true. Ravencroft _had_ given her a name. But considering that fact that it bore the word 'w _eapon'_ in it, the three teenagers decided not to indulge that information to the others, especially Nick Fury.

"Laura." Clint suddenly stated, rubbing his chin thoughtfully.

"What?" the others chorused , each of them confused.

"Laura. I was just suggesting a name for the new girl. We can't really address her without a name, right?" he chuckled at Captain America and Nick Fury.

"If she's fine with it." Steve remarked, giving the girl a small smile.

"Fine. Whatever. " she nodded coldly.

"Now _you three_." Fury continued, turning to the other three teenager, who gulped.

"You will each received a written evaluation detailing your disobedient code of conduct and you will each be stated to the monitor duty of a shield agent at all times while on duty. "

"Now I want the person responsible for coming up with this bright idea to step forth . In three—"

Peter let out a sigh and let his head hang.

"Two—"

He pursed his lips. He knew he was in deep trouble now. This was all on him.

"One—"

At the final count, all three boys stepped forth simultaneously. The others couldn't see it because of the mask over his face , but Peter had a stunned expression on his face as he stared at the other two.

"I'm sorry sir. But we all took part in it. And with due respect, we do not feel our actions to be out of line." Luke stated, staring straight at Nicky Fury as he spoke.

"Stand down, Powerman." Captain America ordered.

"I'm sorry, Sir. But no." Luke answered confidently. His remark not only stunned the two Avengers standing with Fury but also his own teammates, who gawked at him.

"We did good work here tonight. We did what you've been training us to do all this time. We did this on our own. And you cannot take that away from us."

"Why train us at all if you never plan on letting us out in the field?"

The three adults stared at the teenagers. For a few strained seconds, no one dared speak.

"Fury. I'd like to have a word for a second." Steve stated, turning his gaze to the director of Shield, who duly complied, sending the teenagers on their way.

* * *

 _UPSTATE, NEW YORK, JUNE 24 , 10:13 EDT_

A shield quinjet soared through the air, it's black metal gleaming under the sun's rays. Inside the aerial vehicle stood Nick Fury at the helm , his stern gaze focused on the four teenagers sitting in front of him, strapped to their seats.

The Wolverine Clone—Laura , as she was now called , was with the other three teenagers as well. She'd also been given new clothing. She was wearing a pair of black denims with a black form fitting sleeveless crop top paired with black army boots. Essentially, she kept to the color black. Peter, Luke and Sam weren't in their respective costumes by rather in civilian clothing, as per Fury's request.

"Now, since you all are determined to fight the good fight, you've been granted permission by the board to do so—provided you'll do it on our some convincing but they eventually came around once Captain America made his point clear. " Fury spoke commandingly.

"Um.. so.. where're we headed exactly?" Sam piped up .

"An old secret Shield base. It's been used by the Avengers as well, during the initial days. We're calling it into service again."

"Sweet! We get out own HQ!?" Peter exclaimed excitedly ,a wide grin on his face. He shrugged as the other gawked at him.

"Agent Couslon has volunteered to live here and be your supervisor. Hawkeye and Black Widow are in charge of training you lot and _I_ will deploy you on Shield sanctioned missions." Fury continued .

Just then, one of the two pilots steering the quinjet called out to Fury.

"Sir. Approaching new base in ten."

/

"Cool crib!" Sam gasped as Fury led them around their new base. And man was it huge.

The entire building was expansive and it was secured within a vast compound. There were open grassy fields encircling the flat oval building and if they didn't know any better, they'd have no idea that was in any way related to an organization such as Shield. There was a large silvery metallic logo of the Avengers carved into the main wall at the entrance of the building. The training facility was within a separate, smaller building that was connected to the main one by a tunnel made of reinforced glass. All in all, the teenagers instantly found the place much more suited to their tastes than a Helicarrier ever would.

"While the Avengers will continue to handle the more obvious threats, we'll need a covert team who can operate for us on the sly, undercover. " Fury remarked as he turned to them. "You five will be that team."

"Awesome!" Peter exclaimed with a wide grin before his face fell. "Hang on a sec. The five of us? I only counted—"

"Team, I'd like you to meet our newest recruit. Kamala Khan, aka Miss Marvel." Fury interrupted, his gaze fixed at a point behind them.

The teenagers turned around to find a tan skinned teenage girl walking towards them shyly, with Agent Coulson leading the way.

"Hi!" the girl chirped, beaming at them.

" Hey!" the three boys chorused.

"I'm Sam." Sam introduced himself, stepping forward. "That's Peter, Luke and Laura. It's cool if you forget their names. I'm the awesome one here. "

Kamala giggled at them as the boys crowded around her. Peter noticed that Laura hadn't joined them and was still standing where she stood with an apprehensive expression on her face.

"Hey Wolvie! Come meet the newbie!" he called to her.

Laura looked at him and then allowed herself to smile, ever so slightly. She then joined the team as they mingled with their new teammate.

"I love your top!" Kamala exclaimed, her eyes ogling the clothes Laura was wearing. Laura looked down at her clothing and back at the new girl, a faint smile playing on the edges of her lips.

" Today's the day." Fury remarked quietly as he and Coulson left the teenagers to themselves.

* * *

 **That's all folks! Hope you all had a blast reading this chapter !**

 ** **please leave a comment and fav if you liked it so far, it really helps me write more better content! Constructive criticism is welcome! Thanks!****

 ** **PS: In this story, most of the Avengers wear their MCU costumes . Wolverine and storm wear the costumes they wore in the X men days of future past film.****


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